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                                                                    Exhibit 10.3
 
                          ASI SOLUTIONS INCORPORATED
                       1996 STOCK OPTION AND GRANT PLAN



1. PURPOSE

     This Stock Option and Grant Plan (the "Plan") is intended as a performance
incentive for officers, employees, consultants and other key persons of ASI
Solutions Incorporated ("ASI") and its subsidiaries (unless otherwise indicated
herein, ASI Solutions Incorporated and its subsidiaries are hereinafter referred
to as the "Company") to enable the persons to whom options are granted (the
"Optionees") or to whom shares of common stock are granted (the "Grantees") to
acquire or increase a proprietary interest in the success of the Company.  The
Company intends that this purpose will be effected by the granting of "incentive
stock options" ("Incentive Options") as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), nonqualified stock options
("Nonqualified Options") and outright grants of common stock under the Plan.
The term "subsidiary" when used in the Plan shall mean any subsidiary of ASI
within the meaning of Section 424(f) of the Code.


2.  OPTIONS TO BE GRANTED AND ADMINISTRATION

     (a) Options granted under the Plan may be either Incentive Options or
Nonqualified Options, and shall be designated as such at the time of grant.  To
the extent that any option intended to be an Incentive Option shall fail to
qualify as an "incentive stock option" under the Code, such option shall be
deemed to be a Nonqualified Option.

     (b) The Plan shall be administered by the Board of Directors of the
Company (the "Board of Directors") or by a committee (the "Compensation
Committee") of not less than three directors of the Company appointed by the
Board of Directors all of whom are (1) not employees of the Company and "non
employee directors" within the meaning of Rule 16b-3(b) (3) (i) promulgated
under the Securities Exchange Act of 1934, as amended (the "Act"), and (2)
"outside directors" within the meaning of Section 162(m) of the Code.

     (c) Subject to the terms and conditions of the Plan, the Compensation
Committee shall have the power:

          (i)  To determine from time to time the options or stock to be granted
to eligible persons under the Plan (hereinafter referred to as the "Optionees"),
to prescribe the terms and

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provisions (which need not be identical) of options  granted under the Plan to
such persons and to approve the grant of options, as the case may be;

          (ii)   To construe and interpret the Plan and grants thereunder and to
establish, amend, and revoke rules and regulations for administration of the
Plan.  In this connection, the Compensation Committee may correct any defect or
supply any omission, or reconcile any inconsistency in the Plan, in any option
agreement, or in any related agreements, in the manner and to the extent it
shall deem necessary or expedient to make the Plan fully effective;

          (iii)  to accelerate the exercisability or vesting of all or any
portion of any option;

          (iv)   subject to the provisions of Section 5(a), to extend the period
in which options may be exercised;

          (v)    generally, to exercise such powers and to perform such acts as
are deemed necessary or expedient to promote the best interests of the Company
with respect to the Plan.


All decisions and determinations by the Compensation Committee in the exercise
of its powers shall be final and binding upon the Company and the Optionees.


3.  STOCK

     (a)  The stock granted under the Plan, or subject to the options granted
under the Plan, shall be shares of the Company's authorized but unissued common
stock, par value $.01 per share (the "Common Stock").  The total number of
shares that may be issued under the Plan shall not exceed an aggregate of
800,000 shares of Common Stock. Such numbers shall be subject to adjustment as
provided in Section 7 hereof.

     (b)  Whenever any outstanding option under the Plan expires, is canceled or
is otherwise terminated (other than by exercise), the shares of Common Stock
allocable to the unexercised portion of such option may again be the subject of
options of Common Stock under the Plan.


4.  ELIGIBILITY

     (a)  Incentive Options may be granted only to officers or other employees
of the Company, including members of the Board of Directors who are also
employees of the Company.  Nonqualified Options may be granted to officers or
other employees of the Company, members of the Board of Directors who are also
employees of the Company, and consultants and other key persons who provide
services to the Company (regardless of whether they are also employees).  Grants
of

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Common Stock may be made to any officer, director, employee, consultant or other
key person of the Company.

     (b)  No Optionee shall be eligible to receive any Incentive Option under
the Plan if, at the date of grant, such Optionee beneficially owns stock
representing in excess of 10% of the voting power of all outstanding capital
stock of the Company or any "parent corporation" within the meaning of Section
424(e) of the Code or any subsidiary (a "Ten Percent Stockholder") unless (i)
the purchase price for the Common Stock subject to such option is at least 110%
of the fair market value of such stock at the time of the grant and (ii)  the
option by its terms is not exercisable more than five years from the date of
grant thereof.

     (c)  Notwithstanding any other provision of the Plan, to the extent that
the aggregate fair market value of the stock with respect to which Incentive
Options are exercisable for the first time by any individual during any calendar
year (under all plans of the Company and its parent) exceeds $100,000, the
options attributable to the excess over $100,000 shall be treated as
Nonqualified Options under the Plan.  Such annual limitation shall be applied by
taking Incentive Options into account in the order in which they were granted.

 
5.  TERMS OF THE OPTION AGREEMENTS

     Subject to the terms and conditions of the Plan, each option agreement
shall contain such provisions as the Compensation Committee shall from time to
time deem appropriate.  Option agreements need not be identical, but each option
agreement by appropriate language shall include the substance of all of the
following provisions:

     (a)  Expiration; Termination of Employment.  Notwithstanding any other
provision of the Plan or of any option agreement, each option shall expire on
the date specified in the option agreement, which date in the case of any
Incentive Option shall not be later than the tenth anniversary of the date on
which the option was granted; provided, however, that if such Incentive Option
is held by a Ten Percent Stockholder, the expiration date of such Incentive
Option shall not be later than five years from the date of grant thereof.  If an
Optionee's  employment or service as a director with the Company terminates for
any reason, the Compensation Committee may in its discretion provide, at any
time, that any outstanding option granted to such Optionee under the Plan shall
be exercisable, subject to the expiration date of such option, for such period
following termination of employment as may be specified by the Compensation
Committee, which period for purposes of Incentive Options shall not exceed three
months where such termination is not due to death or disability (within the
meaning of Section 22(e) (3) of the Code) or one year where such termination is
due to death or disability.  If an Optionee's employment or service as a
director with the Company terminates due to the Optionee's willful actions
against the interests of the Company, the option may be terminated upon written
notice to the Optionee; in such a case, the option will cease to be exercisable
immediately upon the Optionee's receipt of such written notice.

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     (b)  Minimum Shares Exercisable.  The minimum number of shares with respect
to which an option may be exercised at any one time shall be five hundred (500)
shares, or such lesser number as is subject to exercise under the option at the
time, provided that no fractional shares may be issued.

     (c)  Exercise.  Each option shall be exercisable in such installments
(which need not be equal) and at such times as may be designated by the
Compensation Committee.  To the extent not exercised, installments shall
accumulate and be exercisable, in whole or in part, at any time after becoming
exercisable, but not later than the date the option expires.

     (d)  Purchase Price.  The purchase price per share of Common Stock subject
to each option shall be determined by the Compensation Committee; provided,
however, that the purchase price per share of Common Stock subject to each
Incentive Option shall be not less than the fair market value of the Common
Stock on the date such Incentive Option is granted.  For the purposes of the
Plan, the fair market value of the Common Stock shall be determined in good
faith by the Compensation Committee; provided, however, that (i)  if the Common
Stock is admitted to quotation on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") Small-Cap Market on the date the option is
granted, the fair market value shall not be less than the average of the highest
bid and lowest asked prices of the Common Stock on NASDAQ reported for such date
or, if no prices were reported for such date, for the last date preceding such
date on which prices were reported, (ii)  if the Common Stock is admitted to
trading on a national securities exchange or the NASDAQ National Market System
on the date the option is granted, the fair market value shall not be less than
the closing price reported for the Common  Stock on such exchange or system for
such date or, if no sales were reported for such date, for the last date
preceding such date for which a sale  was reported, and (iii)  the fair market
value of the Common Stock on the effective date of the registration statement
for the Company's initial public offering shall be the initial offering price.

     (e)  Rights of Optionees.  No Optionee shall be deemed for any purpose to
be the owner of any shares of Common Stock subject to any option unless and
until (i)  the option shall have been exercised pursuant to the terms thereof,
(ii)  all requirements under applicable law and regulations shall have been
complied with to the satisfaction of the Company, (iii)  the Company shall have
issued and delivered the shares to the Optionee, and (iv)  the Optionee's name
shall have been entered as a stockholder of record on the books of the Company.
Thereupon, the Optionee shall have full voting, dividend and other ownership
rights with respect to such shares of Common Stock.

     (f)  Transfer.  No option granted hereunder shall be transferable by the
Optionee other than by will or by the laws of descent and distribution, and such
option may be exercised during the Optionee's lifetime only by the Optionee, or
his or her guardian or legal representative.

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6.  METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE

     (a)  Any option granted under the Plan may be exercised by the Optionee in
whole or, subject to Sections 5(b) and 5(c) hereof, in part by delivering to the
Company on any business day a written notice specifying the number of shares of
Common Stock the Optionee then desires to purchase (the "Notice").  As a
condition precedent of the exercise of any option, the Optionee shall pay or
make arrangements for the payment of all taxes to be withheld, in accordance
with Section 9 of the Plan.

     (b)  Payment for the shares of Common Stock purchased pursuant to the
exercise of an option shall be made either: (i)  in cash, or by certified or
bank check or other payment acceptable to the Company, equal to the option
exercise price for the number of shares specified in the Notice (the "Total
Option Price");  (ii)  if authorized by the applicable option agreement and if
permitted by law, by delivery of shares of Common Stock that the Optionee has
beneficially owned for more than six months and which the Optionee may freely
transfer having a fair market value, determined by reference to the provisions
of Section 5(d) hereof, equal to or less than the Total Option Price, plus cash
in an amount equal to the excess, if any, of the Total Option Price over the
fair market value of such shares of Common Stock; or (iii)  by the Optionee
delivering the Notice to the Company together with irrevocable instructions to a
broker to promptly deliver the Total Option Price to the Company in cash or by
other method of payment acceptable to the Company; provided, however, that the
Optionee and the broker shall comply with such procedures and enter into such
agreements of indemnity or other agreements as the Company shall prescribe as a
condition of payment under this clause (iii).

     (c)  The delivery of certificates representing shares of Common Stock to be
purchased pursuant to the exercise of an option will be contingent upon the
Company's receipt of the Total Option Price and of any written representations
from the Optionee required by the Compensation Committee, and the fulfillment of
any other requirements contained in the option agreement or applicable
provisions of law.



7.  ADJUSTMENT UPON CHANGES IN CAPITALIZATION

     (a)  If the shares of the Company's Common Stock as a whole are increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities of the Company, whether through merger, consolidation,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split, combination of shares, exchange of shares, change in
corporate structure or the like, an appropriate and proportionate adjustment
shall be made in the number and kind of shares subject to the Plan, and in the
number, kind, and per share exercise price of shares subject to unexercised
options or portions thereof granted prior to any such change.  In the event of
any such adjustment in an outstanding option, the Optionee thereafter shall have
the right to purchase the number of shares under such option at the per share
price, as so adjusted, which the

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Optionee could purchase at the total purchase price applicable to the option
immediately prior to such adjustment.

     (b)  Adjustments under this Section 7 shall be determined by the
Compensation Committee and such determinations shall be conclusive.  The
Compensation Committee shall have the discretion and power in any such event to
determine and to make effective provision for acceleration of the time or times
at which any option or portion thereof shall become exercisable.  No fractional
shares of Common Stock shall be issued under the Plan on account of any
adjustment specified above.


8.  EFFECT OF CERTAIN TRANSACTIONS

     In the case of (i) the dissolution or liquidation of the Company, (ii)  a
reorganization, merger, consolidation or other business combination in which the
Company is acquired by another entity (other than a holding company formed by
the Company) or in which the Company is not the surviving entity, or (iii) the
sale of all or substantially all of the assets of the Company to another entity,
the Plan and the options issued hereunder shall terminate upon the effectiveness
of any such transaction or event, unless provision is made in connection with
such transaction for the assumption of options theretofore granted, or the
substitution for such option of new options of the successor entity or parent
thereof, with appropriate adjustment as to the number and kind of shares and the
per share exercise prices, as provided in Section 7.  In the event of such
termination, all outstanding options whether or not then currently exercisable
for shares of Common Stock shall be exercisable for at least fifteen (15) days
prior to the date of such termination whether or not otherwise exercisable
during such period.


9.  TAX WITHHOLDING

     (a)  Each Optionee shall, no later than the exercise date of any option,
pay to the Company, or make arrangements satisfactory to the Compensation
Committee regarding payment of any federal, state, or local taxes of any kind
required by law to be withheld with respect to such income. The Company shall,
to the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Optionee.

     (b)  To the extent permitted by the Compensation Committee, an Optionee may
elect to have his tax withholding obligation satisfied, in whole or in part, by
(i)  authorizing the Company to withhold from shares of Common Stock to be
issued pursuant to any option number of shares with an aggregate fair market
value (determined by reference to the provisions of Section 5(d) hereof), that
would satisfy the withholding amount due, or (ii)  transferring to the Company
shares of Common Stock owned by the Optionee with an aggregate fair market value
(determined by reference to the provisions of Section 5(d) hereof) that would
satisfy the withholding amount due.

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10. NON-TRANSFERABILITY OF OPTION RIGHTS

     No option shall be transferable except by will or the laws of descent and
distribution.  During the lifetime of any Optionee, the option shall be
exercisable only by such Optionee.


11. NO OBLIGATION TO EXERCISE OPTION

     Granting of an option shall impose no obligation on the recipient to
exercise such option.


12. USE OF PROCEEDS

     The proceeds received from the sale of stock pursuant to the Plan shall be
used for general corporate purposes.


13. RIGHTS AS A STOCKHOLDER

     An Optionee shall have no rights as a stockholder with respect to any stock
covered by his or her option until such Optionee shall have become the holder of
record of such stock, and shall not be entitled to any dividends or
distributions or other rights in respect of such stock for which the record date
is prior to the date on which he or she shall have become the holder of record
thereof.

     Notwithstanding anything herein to the contrary, the Compensation
Committee, in its sole discretion, may restrict the transferability of all or
any number of shares of stock issued under the Plan upon the exercise of an
option by legending the stock certificate as it deems appropriate.


14. EMPLOYMENT RIGHTS

     Nothing in the Plan or in any option granted hereunder shall confer on any
Optionee any right to continue in the employ of the Company, or to interfere in
any way with the right of the Company to terminate the Optionee's employment at
any time.


15. COMPLIANCE WITH THE LAW

     The Company is relieved from any liability for the nonissuance or non-
transfer, or any delay in issuance or transfer, of any shares of stock subject
to options under the Plan which results from the inability of the Company to
obtain, or from any delay in obtaining, from any regulatory body having
jurisdiction, all requisite authority to issue or transfer shares of stock of
the Company, if counsel for the Company deems such authority necessary for the
lawful issuance or transfer of any

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such shares.  Appropriate legends may be placed on the stock certificates
evidencing shares issued upon exercise of options to reflect such transfer
restrictions.

     Each option granted under the Plan is subject to the requirement that if at
any time the Compensation Committee determines, in its discretion, that the
listing, registration or qualification of shares of stock issuable upon exercise
of options is required by any securities exchange or under any state or Federal
law, or that the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the grant of
options or the issuance of shares of stock, no options or shares of stock shall
be issued, in whole or in part, unless such listing, registration,
qualification, consent or approval has been effected or obtained free of any
conditions or with such conditions as are acceptable to the Compensation
Committee.


16. CANCELLATION OF OPTIONS

     The Compensation Committee, in its discretion, may, with the consent of an
Optionee, cancel any outstanding option held by such Optionee hereunder.


17. AMENDMENT OF THE PLAN

     The Board of Directors may discontinue the Plan or amend the Plan at any
time, and from time to time, subject to any required regulatory approval and the
limitation that, except as provided in Sections 7 and 8 thereof, no amendment
shall be effective unless approved by the stockholders of the Company in
accordance with applicable law and regulations at an annual or special meeting
held within twelve months before or after the date of adoption of such
amendment, where such amendment will:

     (a)  increase the number of shares of Common Stock as to which options may
be granted under the Plan;

     (b)  change in substance Section 4 hereof relating to eligibility to
participate in the Plan;

     (c)  change the minimum option exercise price; or

     (d)  otherwise materially increase the benefits accruing to individuals
under the Plan.

     In addition to the foregoing, other Plan amendments shall be subject to
approval by the Company stockholders if and to the extent determined by the
Compensation Committee to be required by the Act to ensure that options or
grants granted under the Plan are exempt under Rule 16b-3 promulgated under the
Act, or that Incentive Stock Options granted under the Plan are qualified under
Section 422 of the Code.

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     Except as provided in Sections 7 and 8 hereof, rights and obligations under
any option granted before any amendment of the Plan shall not be altered or
impaired by such amendment, except with the consent of the Optionee.


18. NONEXCLUSIVITY OF THE PLAN

     Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors to
adopt such other incentive arrangements as it may deem desirable, including
without limitation, the granting of stock or stock options otherwise than under
the Plan, and such arrangements may be either applicable generally or only in
specific cases.


19. GOVERNING LAW

     The Plan shall be governed by Delaware law, except to the extent that such
law is preempted by federal law.


20. EFFECTIVE DATE AND EXPIRATION DATE OF PLAN;
    STOCKHOLDER APPROVAL

     This Plan shall become effective upon the date that it is approved by the
Board of Directors of the Company; provided, however, that the Plan shall be
subject to the approval of the Company's stockholders in accordance with
applicable laws and regulations at an annual or special meeting held within
twelve months of such effective date.  No options granted under the Plan prior
to such stockholder approval may be exercised until such approval has been
obtained.  No options may be granted under the Plan after the tenth anniversary
of the effective date of the Plan.


21. MISCELLANEOUS

     (a) If the Compensation Committee shall find that any person to whom any
amount is payable under the Plan is unable to care for his affairs because of
illness or accident, or is a minor, or has died, then any payment due to such
person or his estate (unless a prior claim therefor has been made by a duly
appointed legal representative) may, if the Compensation Committee so directs
the Company, be paid to his spouse, child, or other relative, an institution
maintaining or having custody of such person, or any other person deemed by the
Compensation Committee to be a proper recipient on behalf of such person
otherwise entitled to payment.  Any such payment shall be a complete discharge
of the liability of the Compensation Committee and the Company therefor.

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     (b) No member of the Compensation Committee shall be personally liable by
reason of any contract or other instrument executed by such member or on his
behalf in his capacity as a member of the Compensation Committee nor for any
mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless each member of the Compensation Committee and each other employee,
officer or director of the Company to whom any duty or power relating to the
administration or interpretation of the Plan may be allocated or delegated,
against any cost or expense (including counsel fees) or liability (including any
sum paid in settlement of a claim) arising out of any act or omission to act in
connection with the Plan unless arising out of such person's own fraud or bad
faith; provided, however, that approval of the Company's Board of Directors
shall be required for the payment of any amount in settlement of a claim against
any such person.  The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled
under the Company's Certificate of Incorporation or By-Laws, as a matter of law,
or otherwise, or any power that the Company may have to indemnify them or hold
them harmless.

     (c) No provision of the Plan shall require the Company, for the purpose of
satisfying any obligations under the Plan, to purchase assets or place any
assets in a trust or other entity to which contributions are made or otherwise
to segregate any assets, nor shall the Company maintain separate bank accounts,
books, records or other evidence of the existence of a segregated or separately
maintained or administered fund for such purposes.  Optionees shall have no
rights under the Plan other than as unsecured general creditors of the Company,
except that insofar as they may have become entitled to payment of additional
compensation by performance of services, they shall have the same rights as
other employees under general law.

     (d) Each member of the Compensation Committee and each member of the
Company's Board of Directors shall be fully justified in relying, in acting or
failing to act, and shall not be liable for having so relied, acted or failed to
act in good faith, upon any report made by the independent public accountant of
the Company and upon any other information furnished in connection with the Plan
by any person or persons other than such member.

     (e) Except as otherwise specifically provided in the relevant plan
document, no payment under the Plan shall be taken into account in determining
any benefits under any pension, retirement, profit-sharing, group insurance or
other benefit plan of the Company.

     (f) The expenses of administering the Plan shall be borne by the Company.


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